Evoke Pharma (EVOK) CEO reports share and option cash-out in merger

Rhea-AI Filing Summary

Evoke Pharma Inc.'s Chief Executive Officer and director reported stock and option transactions tied to the company’s sale. On December 16, 2025, a tender offer by QOL Medical, LLC and its subsidiary to acquire all Evoke common shares was completed at $11.00 per share in cash. The filing shows a disposition of 15,509 shares of common stock.

Following the tender offer, on December 17, 2025, the merger closed and Evoke became a wholly owned subsidiary of QOL Medical. At the merger’s effective time, all outstanding Evoke stock options, including options for 64,840 shares at an exercise price of $5.27 and 70,000 shares at an exercise price of $4.45, fully vested, were canceled, and converted into a cash right equal to the spread between the $11.00 offer price and the respective exercise prices, multiplied by the number of underlying shares.

Insights

Equity compensation and M&A specialist

CEO’s shares and options were cashed out as part of Evoke’s $11.00-per-share sale.

The filing shows that Evoke Pharma’s Chief Executive Officer and director disposed of 15,509 common shares in connection with a completed cash tender offer at $11.00 per share. This is part of a broader transaction in which QOL Medical, LLC and its subsidiary acquired all outstanding Evoke shares and then merged a subsidiary into Evoke, leaving Evoke as a wholly owned subsidiary.

At the merger’s effective time on December 17, 2025, all outstanding Evoke stock options became fully vested, were canceled, and converted into cash rights. The filing highlights options on 64,840 shares at an exercise price of $5.27 and 70,000 shares at $4.45. Each option holder became entitled to cash equal to the number of option shares multiplied by the difference between the $11.00 offer price and the option’s exercise price, illustrating a standard change-in-control treatment of equity awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

D'Onofrio Matthew J

(Last) (First) (Middle)

C/O EVOKE PHARMA, INC.

420 STEVENS AVENUE, SUITE 230

(Street)

SOLANA BEACH CA 92075

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Evoke Pharma Inc [ EVOK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/16/2025		U		15,509	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$5.27	12/17/2025		D			64,840	(2)	(2)	Common Stock	64,840	(2)	0	D
Stock Option (Right to Buy)	$4.45	12/17/2025		D			70,000	(2)	(2)	Common Stock	70,000	(2)	0	D

Explanation of Responses:

1. On December 16, 2025, in connection with that certain Agreement and Plan of Merger, dated as of November 3, 2025 (the "Merger Agreement"), by and among the Issuer, QOL Medical, LLC ("Parent") and QOL-EOS Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub" and together with Parent, the "Purchasers"), the Purchasers completed a tender offer to acquire all of the issued and outstanding shares of Common Stock of the Issuer in exchange for $11.00 per share in cash (the "Offer Price").

2. After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of December 17, 2025 (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Company Option") outstanding as of immediately prior to the Effective Time accelerated and became fully vested and was automatically canceled and terminated and converted into the right to receive, subject to the terms of the Merger Agreement, an amount in cash (without interest) equal to the product obtained by multiplying (i) the aggregate number of shares underlying such Company Option immediately prior to the Effective Time, by (ii) an amount equal to (x) the Offer Price, less (y) the per share exercise price of such Company Option.

	/s/ Matthew J. D'Onofrio	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Evoke Pharma (EVOK) report in this Form 4?

The report shows Evoke Pharma’s Chief Executive Officer and director disposed of 15,509 shares of common stock on December 16, 2025, in connection with the company’s acquisition at $11.00 per share in cash.

What price was paid for Evoke Pharma (EVOK) common stock in the tender offer?

QOL Medical, LLC and its subsidiary completed a tender offer to acquire all issued and outstanding Evoke Pharma common shares at an offer price of $11.00 per share in cash.

What happened to Evoke Pharma (EVOK) after the tender offer closed?

After the tender offer, QOL-EOS Merger Sub, Inc. merged with and into Evoke Pharma on December 17, 2025, and Evoke continued as the surviving corporation and a wholly owned subsidiary of QOL Medical, LLC.

How were Evoke Pharma (EVOK) stock options treated in the merger?

Immediately before the merger’s effective time, each outstanding Evoke stock option became fully vested, was canceled and terminated, and was converted into a right to receive cash equal to the number of underlying shares multiplied by the difference between the $11.00 offer price and the option’s per-share exercise price.

Which specific Evoke Pharma (EVOK) option grants are detailed in the Form 4?

The filing details two canceled stock option grants: one over 64,840 shares with an exercise price of $5.27 per share and another over 70,000 shares with an exercise price of $4.45 per share, each converting into a cash right based on the $11.00 offer price.

What is the relationship of the reporting person to Evoke Pharma (EVOK)?

The reporting person is both a director and an officer of Evoke Pharma, serving as the company’s Chief Executive Officer.